Addendum to Loan Agreement of June 23, 1999 ADDENDUM TO UNSECURED PROMISSORY NOTE

Addendum to Loan Agreement of June 23, 1999

                          ADDENDUM TO UNSECURED PROMISSORY NOTE

                                                   Grand Cayman, Cayman Islands
                                                              February 28, 2000
                                                                    Page 1 of 1


         THIS IS AN ADDENDUM (the "Addendum") to that certain Unsecured
Promissory Note, dated June 23, 1999 and (the "Note") issued by the
undersigned, XxxxXxxx.xxx, Inc., a Delaware corporation (hereinafter called
"Maker"), wherein the Maker promised to pay to the order of Essex Capital
Holdings, Ltd. (together with all subsequent holders of this Note, hereinafter
called "Payee"), all sums due and owing under the Note.

                                      WHEREAS:

         A.     The Maker and Payee acknowledge and agree that the Maker is
                not in default on any terms or provisions of the Note and the
                Loan Agreement.

         B.     The parties seek to increase the maximum amount of the
                Principal Amount that the Payee is willing to lend to the Maker
                from One Million Dollars ($1,000,000) to One Million Five
                Hundred Thousand Dollars ($1,500,000) with all such funds to
                be loaned from the Payee to the Maker on the same terms and
                conditions as provided in the Note.

         NOW THEREFORE, the parties agree that the principal sum of the
maximum amount that the Payee shall provide Payee under the terms of the Note
shall be increased from One Million Dollars ($1,000,000) to One Million Five
Hundred Thousand Dollars ($1,500,000) and that all other term and provisions
of the Note, as originally written shall remain and shall be given full force
and effect as if written the date first written above.

         This Addendum to the Note shall be binding upon Maker and its
successors and assigns and shall inure to the benefit of Payee and its
successors and assigns.

         All notices required or permitted in connection with this Note shall
be given at the place and address as separately provided by each party to
this Note.

         This Addendum to the Note shall be governed by and construed
according to the laws of the State of Delaware.

        IN WITNESS WHEREOF,these presents are executed as of the date first
written above.

                                       MAKER:

                                       XXXXXXXX.XXX, INC.
                                       (a Delaware corporation)



                                       By: /s/ Xxxxx X. Xxxxx
                                          --------------------------------
                                           Xxxxx X. Xxxxx, President & CEO


Acknowledgement: [ILLEGIBLE]
                ----------------------------------
                 For: Essex Capital Holdings, Ltd.